Core Viewpoint - The analyst initially rated UL Solutions (NYSE: ULS) as a hold due to expectations of limited upside and decelerating growth, but later acknowledged that the share price experienced a strong rally contrary to those expectations [1]. Company Analysis - UL Solutions is perceived as a company with long-term growth potential, and the analyst emphasizes a strategy of identifying undervalued companies [1]. - The investment approach focuses on value investing principles, aiming to buy quality companies at a discount to their intrinsic value and holding them for long-term compounding of earnings and shareholder returns [1].

Core Insights - UL Solutions reported Q2 2025 results with GAAP revenue of $776 million and adjusted diluted EPS of $0.52, both exceeding analyst expectations [1][5] - Revenue grew 6.3% year-over-year, while adjusted profitability saw double-digit growth, although headline net income declined due to a lack of prior one-time gains and increased tax expenses [1][9] Financial Performance - Adjusted diluted EPS (Non-GAAP) was $0.52, up 18.2% from $0.44 in Q2 2024 [2] - GAAP revenue reached $776 million, a 6.3% increase from $730 million in Q2 2024 [2] - Adjusted EBITDA rose 13.9% to $197 million, with an adjusted EBITDA margin improving to 25.4% from 23.7% [2][6] - Adjusted net income (Non-GAAP) increased 17.0% to $110 million compared to $94 million in Q2 2024 [2] Business Segments - The Industrial segment experienced the fastest growth with a revenue increase of 7.6%, driven by demand for energy and automation testing [7] - The Consumer segment's revenue grew by 5.6%, benefiting from technology and retail testing [7] - The Software and Advisory segment saw a revenue increase of 4.3%, but its adjusted EBITDA margin decreased by 0.7 percentage points to 15.3% [7] Product Performance - Certification testing generated $215 million in GAAP revenue, up 5.9% year-over-year [8] - Ongoing certification services revenue was $250 million, rising 6.8% compared to Q2 2024 [8] - Non-certification testing and other services contributed $241 million, up 7.1% [8] Strategic Focus - The company is investing in new laboratory capacity and expanding service offerings through acquisitions [4][12] - UL Solutions leads the North American TIC market, recognized for its technical expertise and global brand [11] - The company serves over 80,000 customers and holds hundreds of technical accreditations [4] Outlook - Management projects mid-single-digit constant currency organic revenue growth and an adjusted EBITDA margin of approximately 24% for the year [13] - Capital expenditures are planned at 7-8% of revenue to meet rising demand [13] - The company aims to maintain margin gains and boost growth in digital offerings [14]

PART I. FINANCIAL INFORMATION [Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Q2 and H1 2025 and 2024, including Statements of Operations, Balance Sheets, and Cash Flows, with accompanying notes [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue grew to **$776 million** with operating income at **$139 million**, though net income decreased to **$91 million**; H1 2025 revenue reached **$1,481 million** with stable net income Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $776 | $730 | $1,481 | $1,400 | | **Operating Income** | $139 | $126 | $248 | $217 | | **Net Income Attributable to Stockholders** | $91 | $101 | $158 | $157 | | **Diluted EPS** | $0.45 | $0.50 | $0.78 | $0.78 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$2,922 million**, total liabilities decreased to **$1,809 million**, and stockholders' equity grew to **$1,113 million** Balance Sheet Summary (in millions) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$2,922** | **$2,800** | | Cash and cash equivalents | $272 | $298 | | Goodwill | $656 | $633 | | **Total Liabilities** | **$1,809** | **$1,869** | | Long-term debt | $608 | $692 | | **Total Stockholders' Equity** | **$1,113** | **$931** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash from operating activities increased to **$301 million**, while investing and financing activities used **$107 million** and **$221 million** respectively, resulting in a **$26 million** net cash decrease Cash Flow Summary - Six Months Ended June 30 (in millions) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | **$301** | **$244** | | Net cash used in investing activities | $(107) | $(93) | | Net cash used in financing activities | $(221) | $(159) | | **Net decrease in cash and cash equivalents** | **$(26)** | **$(20)** | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, revenue, M&A, segment data, and income taxes, highlighting two German acquisitions, a business divestiture, and an increased effective tax rate due to Pillar Two rules Revenue by Service Category - Six Months Ended June 30 (in millions) | Service Category | 2025 | 2024 | | :--- | :--- | :--- | | Certification Testing | $404 | $379 | | Ongoing Certification Services | $495 | $467 | | Non-certification Testing and Other Services | $444 | $419 | | Software | $138 | $135 | | **Total** | **$1,481** | **$1,400** | - In 2024, the company completed two acquisitions in Germany: TesTneT Engineering GmbH for **$19 million** and BatterieIngenieure GmbH for **$12 million**, both integrated into the Industrial segment[34](index=34&type=chunk)[35](index=35&type=chunk) - In May 2024, the company sold its payments testing business for **$29 million**, resulting in a pre-tax gain of **$24 million**[37](index=37&type=chunk) - The effective tax rate for H1 2025 was **23.3%**, up from **19.8%** in H1 2024, primarily due to the impact of the Qualified Domestic Minimum Top-up Tax under Pillar Two rules[48](index=48&type=chunk)[100](index=100&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 revenue growth of **6.3%** driven by **5.5%** organic growth, detailing segment performance, cost changes, non-GAAP measures like Adjusted EBITDA, liquidity, and M&A activities [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Q2 2025 revenue grew **6.3%** to **$776 million** with **5.5%** organic growth, while H1 2025 revenue increased **5.8%** to **$1,481 million**, with operating income rising but Q2 net income impacted by a prior-year divestiture gain Q2 2025 Revenue Change Analysis (in millions) | Component | Amount | % of Prior Period Revenue | | :--- | :--- | :--- | | Organic Growth | $40 | 5.5% | | Acquisition / Divestiture | $(1) | (0.1)% | | FX Impact | $7 | 1.0% | | **Total Change** | **$46** | **6.3%** | H1 2025 Revenue Change Analysis (in millions) | Component | Amount | % of Prior Period Revenue | | :--- | :--- | :--- | | Organic Growth | $91 | 6.5% | | Acquisition / Divestiture | $(8) | (0.6)% | | FX Impact | $(2) | (0.1)% | | **Total Change** | **$81** | **5.8%** | - Q2 2025 Other (expense) income, net decreased by **$25 million** compared to Q2 2024, due to a **$25 million** gain on the divestiture of the payments testing business in the prior year period[88](index=88&type=chunk) [Segment Analysis](index=26&type=section&id=Segment%20Analysis) All segments reported H1 2025 revenue growth, with Industrial up **6.1%** to **$646 million**, Consumer up **5.9%** to **$644 million**, and Software and Advisory up **4.4%** to **$191 million**, though the latter's operating income declined Segment Performance - Six Months Ended June 30, 2025 (in millions) | Segment | Revenue | % Change YoY | Operating Income | % Change YoY | | :--- | :--- | :--- | :--- | :--- | | Industrial | $646 | 6.1% | $181 | 13.1% | | Consumer | $644 | 5.9% | $66 | 20.0% | | Software and Advisory | $191 | 4.4% | $1 | (50.0)% | - Industrial segment growth was driven by Ongoing Certification Services and demand for energy and automation testing[107](index=107&type=chunk)[108](index=108&type=chunk) - Consumer segment growth was primarily due to increased demand for electromagnetic compatibility testing for consumer electronics[114](index=114&type=chunk) [Non-GAAP Financial Measures](index=31&type=section&id=Non-GAAP%20Financial%20Measures) H1 2025 Adjusted EBITDA increased to **$358 million** with a **24.2%** margin, Adjusted Net Income grew to **$190 million**, and Adjusted Diluted EPS rose to **$0.89**, reflecting strong operational performance Reconciliation of Net Income to Adjusted EBITDA (in millions) | | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net Income** | **$97** | **$106** | **$168** | **$166** | | Depreciation & Amortization | $46 | $41 | $91 | $82 | | Interest Expense | $10 | $13 | $22 | $28 | | Other (expense) income, net | $4 | $(21) | $7 | $(18) | | Income Tax Expense | $28 | $28 | $51 | $41 | | Stock-based compensation | $13 | $6 | $21 | $6 | | **Adjusted EBITDA** | **$197** | **$173** | **$358** | **$304** | | **Adjusted EBITDA Margin** | **25.4%** | **23.7%** | **24.2%** | **21.7%** | - Free Cash Flow for the six months ended June 30, 2025, was **$208 million**, a significant increase from **$131 million** in the same period of 2024[141](index=141&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$272 million** cash, **$745 million** credit facility availability, and increased H1 2025 operating cash flow to **$301 million**, also raising its quarterly dividend to **13 cents** per share - As of June 30, 2025, the company had **$272 million** in cash and cash equivalents and **$745 million** of unused availability under its Credit Facility[145](index=145&type=chunk) - Net cash provided by operating activities increased to **$301 million** for H1 2025, up from **$244 million** in H1 2024, driven by higher net income after non-cash adjustments[147](index=147&type=chunk) - The company increased its regular quarterly dividend to **13 cents** per share in Q1 2025, paying a total of **$52 million** to stockholders in H1 2025[154](index=154&type=chunk)[155](index=155&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations on its variable-rate credit facility and foreign currency exchange rate volatility, with a **100 basis point** interest rate change impacting annual expense by **$3 million** - The company is exposed to interest rate risk on its Credit Facility, which carries variable interest rates based on Term SOFR[168](index=168&type=chunk) - A hypothetical **100 basis point** change in interest rates would result in an approximate **$3 million** change to annual interest expense based on borrowings at June 30, 2025[170](index=170&type=chunk) - The company has foreign currency risk related to revenues and expenses denominated in currencies other than the U.S. dollar, primarily the Japanese yen, Chinese renminbi, New Taiwan dollar, and the euro[171](index=171&type=chunk) [Controls and Procedures](index=40&type=section&id=ITEM%204.%20Controls%20and%20Procedures) As of June 30, 2025, the CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[174](index=174&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the quarter ended June 30, 2025[175](index=175&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=42&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in ordinary course legal claims and litigation, with management expecting no material impact on its financial position, results, or cash flows - The company is party to certain claims and litigation in the ordinary course of business, which are not expected to have a material impact on its financial condition[57](index=57&type=chunk)[177](index=177&type=chunk) [Risk Factors](index=42&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes have occurred to the company's risk factors as previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 have occurred[177](index=177&type=chunk) [Exhibits](index=42&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents, CEO and CFO certifications under Sarbanes-Oxley, and iXBRL formatted financial data - Key exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[180](index=180&type=chunk)

Core Insights - UL Solutions Inc. reported revenue of $776 million for the quarter ended June 2025, reflecting a 6.3% increase year-over-year and a surprise of +0.91% over the Zacks Consensus Estimate of $769.03 million [1] - The company's EPS for the quarter was $0.52, up from $0.44 in the same quarter last year, resulting in an EPS surprise of +10.64% compared to the consensus estimate of $0.47 [1] Revenue Breakdown - Industrial revenue reached $338 million, exceeding the average estimate of $335.6 million, marking a year-over-year increase of +7.6% [4] - Software and Advisory revenue was reported at $98 million, slightly above the average estimate of $97.74 million, with a year-over-year change of +4.3% [4] - Consumer revenue totaled $340 million, surpassing the average estimate of $337.37 million, representing a +5.6% change compared to the previous year [4] Adjusted EBITDA Performance - Adjusted EBITDA for the Industrial segment was $117 million, compared to the average estimate of $111.02 million [4] - Adjusted EBITDA for the Software and Advisory segment was $15 million, below the average estimate of $16.23 million [4] - Adjusted EBITDA for the Consumer segment was $65 million, exceeding the average estimate of $61.68 million [4] Stock Performance - Over the past month, shares of UL Solutions Inc. have returned -0.1%, while the Zacks S&P 500 composite has changed by +1% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]

Financial Data and Key Metrics Changes - The company reported record quarterly consolidated revenues of $776 million, up 6.3% compared to the same quarter last year, and up 5.5% on an organic basis [8][17] - Adjusted EBITDA grew 13.9% year over year to $197 million, with an adjusted EBITDA margin of 25.4%, an increase of 170 basis points [8][18] - Adjusted net income for the second quarter was $110 million, up 17% from the previous year, with adjusted diluted earnings per share rising to $0.52 from $0.44 [18][19] Performance by Business Segment - **Industrial Segment**: Revenues rose 7.6% to $338 million, with organic growth of 7%. Adjusted EBITDA increased 20.6% to $117 million, and the adjusted EBITDA margin improved to 34.6% [19][20] - **Consumer Segment**: Revenues were $340 million, up 5.6% overall and 4.7% organically. Adjusted EBITDA was $65 million, a 6.6% increase, with a margin of 19.1% [21][22] - **Software and Advisory Segment**: Revenues increased 4.3% to $98 million, with organic growth of 3.2%. Adjusted EBITDA remained unchanged at $15 million, with a margin of 15.3% [22][23] Market Data and Key Metrics Changes - The company noted a dynamic geopolitical and regulatory environment impacting customer behavior, with a pull forward in orders observed in both industrial and consumer segments [14][35] - The demand for data center services is expected to grow significantly, with power consumption by data centers projected to rise from 4.4% of total U.S. electricity demand in 2023 to 12% by 2028 [11][12] Company Strategy and Development Direction - The company is focusing on higher growth megatrends, including global energy transition, electrification, and digitalization, to drive future growth [6][7] - Strategic investments in lab expansions and capacity enhancements are aimed at addressing growth opportunities in key end markets [9][10] - The company remains committed to identifying and executing strategic acquisitions to enhance profitability and earnings potential [27][89] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate uncertainties and affirmed the full-year 2025 outlook, expecting mid-single-digit organic revenue growth [26][25] - The company highlighted the essential nature of its services and the resilience of its business model, which supports sustained revenue streams and deep customer relationships [14][30] Other Important Information - The company generated $208 million in free cash flow in the first half of 2025, a 58.8% increase from the previous year [24] - Capital expenditures for the first half were $93 million, with expectations for 2025 capital expenditures to be around 7% to 8% of revenue [24][27] Q&A Session Summary Question: Changes in client behavior related to tariffs - Management noted a shift in client behavior due to uncertainties, with some pull forward in orders observed in both industrial and consumer segments [34][35] Question: Update on lab capacity and future investments - Management confirmed ongoing investments in lab capacity and improvements, with a focus on areas where customer demand is highest [36][37] Question: Tougher comparisons in the second half of the year - Management acknowledged the tougher comparisons but expressed confidence in the business's progress and affirmed guidance for the full year [42][43] Question: Quantifying pull forward activity in segments - Management indicated that pull forward activity was observed in both industrial and consumer segments, with specific quantification provided for organic revenue growth [46][47] Question: Margin expansion opportunities - Management sees margin expansion opportunities across all segments, with strong progress noted in the industrial segment [50][51] Question: Growth in data centers and related megatrends - Management discussed the confluence of electrification, sustainability, and digitalization as key trends driving growth in data centers [55][56] Question: M&A pipeline and competitive pressures - Management remains disciplined in the M&A environment, actively evaluating opportunities that align with the company's strategy [89][90]

Financial Data and Key Metrics Changes - The company reported record quarterly consolidated revenues of $776 million, up 6.3% compared to the same quarter last year, and up 5.5% on an organic basis [7][17] - Adjusted EBITDA grew 13.9% year over year to $197 million, with an adjusted EBITDA margin of 25.4%, an increase of 170 basis points from the previous year [7][18] - Adjusted net income for the second quarter was $110 million, up 17% from last year, with adjusted diluted earnings per share increasing to $0.52 from $0.44 [18][19] Performance by Business Segment - **Industrial Segment**: Revenues rose 7.6% to $338 million, with adjusted EBITDA increasing 20.6% to $117 million and an adjusted EBITDA margin of 34.6% [19][20] - **Consumer Segment**: Revenues were $340 million, up 5.6% overall and 4.7% organically, with adjusted EBITDA of $65 million, a 6.6% increase [21][22] - **Software and Advisory Segment**: Revenues increased 4.3% to $98 million, with adjusted EBITDA unchanged at $15 million and a margin of 15.3%, down 70 basis points [22][23] Market Data and Key Metrics Changes - The company noted a favorable impact from foreign exchange movements, particularly with the euro and Japanese yen, contributing to revenue growth [17] - The demand for data center services is expected to grow significantly, with power consumption by data centers projected to increase from 4.4% of total U.S. electricity demand in 2023 to 12% by 2028 [10][11] Company Strategy and Industry Competition - The company is focusing on higher growth megatrends, including global energy transition, electrification, and digitalization, which are expected to drive demand for its services [5][6] - Strategic investments include the launch of new testing facilities in Europe and expansions in HVAC testing capabilities to meet growing demand [9][10] - The company aims to capitalize on emerging opportunities while managing potential risks effectively, affirming its full-year 2025 outlook [26][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate a dynamic geopolitical and macroeconomic environment, affirming a mid-single-digit organic revenue growth outlook for 2025 [27][28] - The company highlighted the essential nature of its services, noting a shift in customer behavior due to tariffs and geopolitical uncertainties, but a return to normalcy in June [13][66] Other Important Information - The company generated $208 million in free cash flow in the first half of 2025, a 58.8% increase from the previous year [24] - Capital expenditures for the first half were $93 million, with expectations to maintain capital expenditures at approximately 7% to 8% of revenue for 2025 [24][28] Q&A Session Summary Question: Changes in client behavior related to tariffs - Management noted a shift in client behavior due to uncertainties in 2025, with some pull forward in orders observed [34][35] Question: Update on lab capacity and future investments - Management confirmed ongoing investments in lab capacity and improvements, with a focus on meeting customer demand [36][37] Question: Clarification on full-year guidance and tougher comparisons - Management acknowledged tougher comparisons in the second half but expressed confidence in the business's progress [40][43] Question: Quantifying pull forward activity in segments - Management indicated pull forward activity in both industrial and consumer segments, with specific growth rates provided [46][48] Question: Margin expansion opportunities - Management sees margin expansion opportunities across all segments, with strong progress noted in the industrial segment [50][51] Question: Data center growth and related investments - Management discussed the importance of data centers and the potential for incremental lab capacity investments to capitalize on this trend [54][60] Question: Competitive pressures from recent acquisitions in the industry - Management remains disciplined in M&A activities, focusing on deals that align with their strategic goals [86][88] Question: Trends in the Software and Advisory segment - Management highlighted challenges in the advisory segment due to changing wind policies and pressures in commercial real estate [90][91]

Core Insights - UL Solutions Inc. reported quarterly earnings of $0.52 per share, exceeding the Zacks Consensus Estimate of $0.47 per share, and showing an increase from $0.44 per share a year ago, resulting in an earnings surprise of +10.64% [1][2] - The company achieved revenues of $776 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 0.91% and up from $730 million year-over-year [2] - UL Solutions Inc. shares have increased approximately 46.4% since the beginning of the year, significantly outperforming the S&P 500's gain of 7.6% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.48 on revenues of $769.25 million, while for the current fiscal year, the estimate is $1.77 on revenues of $3.02 billion [7] - The estimate revisions trend for UL Solutions Inc. was mixed prior to the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] Industry Context - The Business - Services industry, to which UL Solutions Inc. belongs, is currently ranked in the top 39% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8]

Q2 2025 Financial Highlights - Revenue grew by 6.3%, with organic revenue growth of 5.5%[9] - Adjusted Net Income increased by 17.0%[9] - Adjusted EBITDA increased by 13.9%, leading to a 170 bps increase in Adjusted EBITDA margin[9] - Free Cash Flow generated was $364 million for the last twelve months ended June 30, 2025[9] Q2 2025 Revenue Breakdown - Industrial revenue increased by 7.6% (7.0% organic), reaching $338 million[21, 22] - Consumer revenue increased by 5.6% (4.7% organic), reaching $340 million[24, 25] - Software and Advisory revenue increased by 4.3% (3.2% organic), reaching $98 million[27, 28] Q2 2025 Profitability - Industrial Adjusted EBITDA increased by $20 million, with Adjusted EBITDA margin increasing by 370 bps to 34.6%[22, 21] - Consumer Adjusted EBITDA increased by $4 million, with Adjusted EBITDA margin increasing by 20 bps to 19.1%[25, 24] - Software and Advisory Adjusted EBITDA remained flat, with Adjusted EBITDA margin decreasing by 70 bps to 15.3%[28, 27] Full-Year 2025 Outlook - The company affirms its 2025 outlook, expecting mid-single-digit constant currency organic revenue growth[34, 36] - Adjusted EBITDA margin organic improvement is expected to be approximately 24%[36] - Capital expenditures are expected to be 7% to 8% of revenue[36]

[Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) UL Solutions reported strong Q2 2025 revenue and Adjusted EBITDA growth, with GAAP Net Income declining due to a prior-year divestiture gain [Overall Performance](index=1&type=section&id=Overall%20Performance) UL Solutions achieved strong Q2 2025 revenue and Adjusted EBITDA growth, with revenue up **6.3%** to **$776 million** and Adjusted EBITDA up **13.9%** to **$197 million**, despite an **8.5%** GAAP Net Income decrease Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $776M | $730M | +$46M | +6.3% | | Organic Revenue Growth | 5.5% | N/A | N/A | N/A | | **Net Income** | $97M | $106M | -$9M | -8.5% | | Net Income Margin | 12.5% | 14.5% | -200 bps | N/A | | **Adjusted Net Income** | $110M | $94M | +$16M | +17.0% | | **Adjusted EBITDA** | $197M | $173M | +$24M | +13.9% | | Adjusted EBITDA Margin | 25.4% | 23.7% | +170 bps | N/A | | **Diluted EPS** | $0.45 | $0.50 | -$0.05 | -10.0% | | **Adjusted Diluted EPS** | $0.52 | $0.44 | +$0.08 | +18.2% | - Management attributes the record second-quarter revenue to the company's resilient business model, strategic positioning in high-growth markets, and strong execution across all segments[2](index=2&type=chunk) - The decrease in GAAP Net Income was primarily caused by a **$25 million** non-operating gain on the divestiture of the payments testing business in May 2024, which was absent in Q2 2025[4](index=4&type=chunk) [Segment Performance](index=1&type=section&id=Segment%20Performance) The Industrial segment led growth with a **7.6%** revenue increase, while Consumer and Software & Advisory segments also showed solid revenue gains [Industrial Segment](index=1&type=section&id=Industrial%20Segment) The Industrial segment drove growth with a **7.6% revenue increase** to **$338 million** and a **20.6% rise in Adjusted EBITDA** to **$117 million**, expanding its margin to **34.6%** Industrial Segment Q2 2025 Performance (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $338M | $314M | +7.6% | | Organic Revenue Growth | 7.0% | N/A | N/A | | **Operating Income** | $98M | $85M | +15.3% | | Operating Income Margin | 29.0% | 27.1% | +190 bps | | **Adjusted EBITDA** | $117M | $97M | +20.6% | | Adjusted EBITDA Margin | 34.6% | 30.9% | +370 bps | - Growth drivers included price increases, sustained demand for energy and automation testing, and expanded laboratory capacity[7](index=7&type=chunk)[9](index=9&type=chunk) [Consumer Segment](index=2&type=section&id=Consumer%20Segment) The Consumer segment achieved a **5.6% revenue increase** to **$340 million** and **6.6% Adjusted EBITDA growth** to **$65 million**, with a slight margin improvement to **19.1%** Consumer Segment Q2 2025 Performance (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $340M | $322M | +5.6% | | Organic Revenue Growth | 4.7% | N/A | N/A | | **Operating Income** | $40M | $38M | +5.3% | | Operating Income Margin | 11.8% | 11.8% | 0 bps | | **Adjusted EBITDA** | $65M | $61M | +6.6% | | Adjusted EBITDA Margin | 19.1% | 18.9% | +20 bps | - Revenue growth was primarily driven by the consumer technology and retail sectors[10](index=10&type=chunk) [Software and Advisory Segment](index=2&type=section&id=Software%20and%20Advisory%20Segment) The Software and Advisory segment saw **4.3% revenue growth** to **$98 million**, but Adjusted EBITDA remained flat at **$15 million**, with margin contracting to **15.3%** due to higher compensation expenses Software and Advisory Segment Q2 2025 Performance (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $98M | $94M | +4.3% | | Organic Revenue Growth | 3.2% | N/A | N/A | | **Operating Income** | $1M | $3M | -66.7% | | Operating Income Margin | 1.0% | 3.2% | -220 bps | | **Adjusted EBITDA** | $15M | $15M | 0.0% | | Adjusted EBITDA Margin | 15.3% | 16.0% | -70 bps | - Adjusted EBITDA was flat and margins decreased due to higher employee compensation expense relative to revenue growth[11](index=11&type=chunk) [Financial Position and Cash Flow](index=2&type=section&id=Financial%20Position%20and%20Cash%20Flow) The company demonstrated strong liquidity with increased operating cash flow and free cash flow, while reducing total debt and maintaining a healthy cash balance [Liquidity and Capital Resources](index=2&type=section&id=Liquidity%20and%20Capital%20Resources) The company achieved strong H1 2025 liquidity, with net cash from operations increasing to **$301 million** and Free Cash Flow rising to **$208 million**, alongside debt reduction and dividend payments Cash Flow for Six Months Ended June 30 (in millions) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $301 | $244 | +$57 | | Capital Expenditures | ($93) | ($113) | +$20 | | **Free Cash Flow** | **$208** | **$131** | **+$77** | - The company paid a dividend of **$0.13 per share**, totaling **$26 million**, during the second quarter[14](index=14&type=chunk) - Total debt decreased to **$612 million** as of June 30, 2025, following **$135 million** of net repayments on its term loan and revolving credit facility[14](index=14&type=chunk) - The company ended the quarter with **$272 million** in cash and cash equivalents[15](index=15&type=chunk) [Business Outlook](index=2&type=section&id=Business%20Outlook) UL Solutions affirmed its full-year 2025 guidance, projecting mid-single-digit organic revenue growth and an Adjusted EBITDA margin of approximately **24%** [Full-Year 2025 Outlook](index=2&type=section&id=Full-Year%202025%20Outlook) UL Solutions affirmed its full-year 2025 guidance, projecting mid-single-digit organic revenue growth and an Adjusted EBITDA margin of approximately **24%**, alongside planned capital expenditures and continued acquisitions - The company affirmed its full-year 2025 outlook, including: - Mid single digit constant currency organic revenue growth - Adjusted EBITDA margin organic improvement to approximately **24%** - Capital expenditures expected to be **7% to 8% of revenue** - Effective tax rate estimated to be approximately **26%** - Continuing to pursue acquisitions and portfolio refinements[16](index=16&type=chunk)[17](index=17&type=chunk) - The company does not provide guidance for net income margin, the most comparable GAAP measure to Adjusted EBITDA margin, due to the unavailability of reliable estimates for certain reconciling items[18](index=18&type=chunk) [Financial Statements and Reconciliations](index=6&type=section&id=Financial%20Statements%20and%20Reconciliations) This section presents detailed financial statements, including condensed consolidated statements of operations, balance sheets, cash flows, and supplemental reconciliations of GAAP to non-GAAP measures [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The income statement for Q2 2025 shows a **6.3% revenue increase**, but net income decreased from **$106 million** to **$97 million** year-over-year, impacted by 'Other (expense) income, net' Q2 Statement of Operations Highlights (in millions) | Line Item | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Revenue | $776 | $730 | | Operating Income | $139 | $126 | | Other (expense) income, net | ($4) | $21 | | **Net Income** | **$97** | **$106** | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2025, shows total assets of **$2.92 billion** and total liabilities of **$1.81 billion**, with a decrease in long-term debt from year-end 2024 Balance Sheet Highlights (in millions) | Line Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $272 | $298 | | Total Assets | $2,922 | $2,800 | | Long-term debt | $608 | $692 | | Total Liabilities | $1,809 | $1,869 | | Total Stockholders' Equity | $1,113 | $931 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For H1 2025, net cash from operating activities increased to **$301 million**, while cash used in financing activities rose due to higher net debt repayments Six-Month Cash Flow Highlights (in millions) | Line Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $301 | $244 | | Net cash used in investing activities | ($107) | ($93) | | Net cash used in financing activities | ($221) | ($159) | | Net decrease in cash | ($26) | ($20) | [Supplemental Financial Information and Reconciliations](index=9&type=section&id=Supplemental%20Financial%20Information%20and%20Reconciliations) This section details Q2 2025 revenue by service category, with Ongoing Certification Services as the largest, and provides reconciliations of GAAP to non-GAAP measures like Adjusted EBITDA and Adjusted Net Income Q2 2025 Revenue by Major Service Category (in millions) | Service Category | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Certification Testing | $215 | $203 | | Ongoing Certification Services | $250 | $234 | | Non-certification Testing and Other Services | $241 | $225 | | Software | $70 | $68 | | **Total** | **$776** | **$730** | Q2 2025 Reconciliation of Net Income to Adjusted EBITDA (in millions) | Line Item | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **Net income** | **$97** | **$106** | | Depreciation and amortization | $46 | $41 | | Interest expense | $10 | $13 | | Other expense (income), net | $4 | ($21) | | Income tax expense | $28 | $28 | | Stock-based compensation | $13 | $6 | | **Adjusted EBITDA** | **$197** | **$173** | H1 2025 Reconciliation of Operating Cash Flow to Free Cash Flow (in millions) | Line Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $301 | $244 | | Capital expenditures | ($93) | ($113) | | **Free Cash Flow** | **$208** | **$131** |

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